TORONTO, April 12, 2023 /PRNewswire/ -- Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia") holding 19.9% of Aimia's common shares, reminds shareholders that time is quickly running out to vote their proxies "AGAINST" the entrenched board of directors (the "Board"). In order to be counted at the annual meeting of shareholders (the "Meeting"), proxies must be received by 10:30 a.m. (Eastern Daylight Time) on April 14, 2023. The Meeting is scheduled for April 18, 2023.
Since announcing its decision to vote against the Board and outlining a few compelling reasons for this decision earlier this week, Mithaq has continued to receive numerous unsolicited expressions of support from other shareholders, who have stated their intention to Vote "AGAINST" the Board. Given Aimia's flailing and increasingly desperate rhetoric, it seems that its directors are also aware of the increasing shareholder momentum against their re-election.
For Aimia's long-term future and to serve the best interests of its stakeholders, Mithaq encourages fellow shareholders to Vote "AGAINST" the re-election of David Rosenkrantz (Chair), Philip Mittleman, Michael Lehmann, Karen Basian, Kristen M. Dickey, Linda S. Habgood, Jon Mattson and Jordan G. Teramo to the Board at the Meeting.
Mithaq's substantial 19.99% equity stake in Aimia underscores its commitment to Aimia's future and enhancing shareholder value through a more accountable and representative board. All shareholders deserve a board that is committed to openness and straightforward communication with shareholders.
Pursuant to recent amendments to the Canada Business Corporations Act ("CBCA"), directors of CBCA corporations such as Aimia must be elected by a majority of the votes cast for and against them. Accordingly, if a director receives more votes against their election than for their election, they will not be elected to the Board at the Meeting. In the event that fewer than three directors are elected at the Meeting, Aimia will be required to call a special meeting without delay for the election of directors.
Rather than take accountability for its oversight of its top executives, misaligned investment strategy and minimal director share ownership in Aimia, among other significant concerns, the Board has apparently determined that the best way to garner shareholder support is to cast aspersions on its largest shareholder. Aimia's communications in this regard should be disregarded by shareholders. While unfortunate, this lack of judgment and use of transparent entrenchment tactics is consistent with the Board's deteriorating behavior.
Based on Aimia's recent press release, Mithaq is concerned that the entrenched directors may adjourn or postpone the Meeting to frustrate the will of shareholders in the event that the Board does not like the results. As the incumbent directors are likely aware, respecting the will of shareholders and their right to elect directors is a cornerstone of shareholder democracy. In the event of any attempt by the Board to oppress or otherwise disenfranchise shareholders, Mithaq will consider all legal options available to it to protect its rights.
Additional Information
The information in this press release may constitute a solicitation of a proxy, as permitted pursuant to the public broadcast exemption under applicable corporate and securities laws. Accordingly, Mithaq is providing the disclosure required under the CBCA and section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with corporate and securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by Mithaq in advance of the Meeting is, or will be, as applicable, made by Mithaq, and not by or on behalf of the management of Aimia. Any costs incurred for any solicitation will be borne by Mithaq, provided that, subject to applicable law, Mithaq may seek reimbursement from Aimia of Mithaq's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.
Mithaq is not soliciting proxies in connection with the Meeting at this time. Proxies may be solicited by Mithaq pursuant to an information circular sent to Aimia shareholders after which solicitations may be made by or on behalf of Mithaq by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising and in person by directors, officers and employees of Mithaq who will not be specifically remunerated therefor. Mithaq may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable law. Mithaq may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Mithaq.
Mithaq has entered into an agreement with Carson Proxy pursuant to which Carson Proxy will provide certain advisory and related services including proxy solicitation. The anticipated cost of any solicitation is estimated to be up to $175,000 plus disbursements and success fee (if applicable).
If Mithaq commences a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by applicable law. None of Mithaq or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Aimia's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Aimia or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting other than the election of directors or the appointment of auditors.
Aimia's head office address is 176 Yonge Street, 6th Floor, Toronto, Ontario, M5C 2L7. A copy of this press release may be obtained on Aimia's SEDAR profile at www.sedar.com.
Mithaq Capital SPC, +966 11 222 22 10, mithaq-capital@mithaqholding.com, Saudi Arabia, P.O. Box 86611, Riyadh 11632
